TSX VENTURE COMPANIES
BULLETIN V2026-0670
VERDERA ENERGY CORP. ("V")
[formerly POCML 7 INC. ("POC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation, Private Placement-Brokered, Private Placement-Non-Brokered, Company Tier Reclassification, Resume Trading
BULLETIN DATE: February 20, 2026
TSX Venture Tier 2 Company
QUALIFYING TRANSACTION-COMPLETED/NEW SYMBOL
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated February 13, 2026. As a result, at the opening on Tuesday, February 24, 2026, the Company will no longer be considered a Capital Pool Company. The arm's length Qualifying Transaction includes the following:
The Company acquired all of the issued and outstanding securities of an arm's length party (the "Target") pursuant to an amalgamation agreement dated November 25, 2025, between the Company, its wholly-owned subsidiary ("AmalCo"), and the Target. The Target amalgamated with AmalCo and AmalCo became a wholly-owned subsidiary of the Company. The Company carried out a 1 old for 0.656565 new share consolidation (the "Consolidation"). Pursuant to the amalgamation, outstanding shares of the Target were exchanged for shares of the Company on the basis of one Company share for each Target share formerly held (the "Exchange Ratio"), resulting in the Company issuing 47,078,001 common shares and 35,000,000 preferred shares to the former shareholders of the Target.
In connection with the Qualifying Transaction, the Target and the Company completed a concurrent brokered private placement for aggregate gross proceeds of $20,000,000, of which $17,330,000 was subscribed in the Target (the "Target Financing") and $2,670,000 was subscribed in the Company (the "Company Brokered Financing", and collectively with the Target Financing, the "Brokered Financings"), on effectively the same terms. Subscribers to the Brokered Financings received, on a post-Consolidation and post-Exchange Ratio basis, 20,000,000 subscription receipts of the Company at a price of $1.00 per subscription receipt. At closing, each subscription receipt converted, without payment of additional consideration, into a common share of the Company. Concurrent to the closing of the transaction, the Company also completed a non-brokered private placement for aggregate gross proceeds of $400,000 for 400,000 common shares at $1.00 per common share (the "Non-Brokered Financing"). See Private Placement sections below for additional details regarding the Company Brokered Financing and the Non-Brokered Financing.
In connection with the Brokered Financings, an aggregate of $1,000,000 was paid in cash and 800,000 broker warrants were issued (exercisable into common shares at a price of $1.00 for a period of 18 months from the closing of the transaction) on a post-Consolidation and post-Exchange Ratio basis. Additionally, 250,000 common shares were issued for advisory services in relation to the transaction.
For additional information please refer to the Company's filing statement, available under the Company's profile on SEDAR+, as well as the Company's news releases dated November 3, 2025, November 26, 2025, January 7, 2026, February 12, 2026, February 17, 2026 and February 20, 2026.
NAME CHANGE AND CONSOLIDATION
Pursuant to a resolution passed by the shareholders of the Company dated January 8, 2026, the Company has consolidated its capital on a 1 old for 0.656565 new basis. The name of the Company has also been changed as follows.
Effective at the opening February 24, 2026, the common shares of Verdera Energy Corp. will commence trading on TSX Venture Exchange, and the common shares of POCML 7 Inc. will be delisted.
Post-Consolidation,
Post-Qualifying Transaction
Capitalization: Unlimited shares with no par value of which
75,727,993 common shares are issued and outstanding
Escrow: 4,815,000 common shares are subject to a TSXV escrow agreement
Transfer Agent: TSX Trust Company
Trading Symbol: V (new)
CUSIP Number: 92339J107 (new)
The Company is classified as a "mining" company (NAICS # 212291).
Company Contact: Janet Lee-Sheriff
Company Address: c/o 1200 - 750 West Pender Street
Vancouver, BC V6C 2T8
Company Phone Number: 214-304-9552
Company Email Address: info@verderauranium.com
PRIVATE PLACEMENT-BROKERED
Financing Type: Brokered Private Placement
Gross Proceeds: $2,670,000
Offering: 2,670,000 Listed Shares
Offering Price: $1.00 per Listed Share
Commissions in Securities: Shares Warrants
Finders (Aggregate) N/A 106,800
Commission Terms: Each non-transferable warrant is exercisable at $1.00 for a eighteen (18) month period
Disclosure: Refer to the Company's news releases dated January 7, 2026, and February 12, 2026.
PRIVATE PLACEMENT-NON-BROKERED
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $400,000
Offering: 400,000 Listed Shares
Offering Price: $1.00 per Listed Share
Commissions in Securities: N/A
Disclosure: Refer to the Company's news releases dated February 12, 2026 and February 20, 2026.
COMPANY TIER RECLASSIFICATION
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective at market open on February 24, 2026, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1 - Mining Issuer
RESUME TRADING
Effective at the opening on Tuesday, February 24, 2026, the shares of the Company will resume trading.
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